Note: It is felt our bylaws are vague and it is desired to make explicit that all members of the National Executive are in fact Directors as defined in the Federal Not for Profit Corporation Act to remove any possible confusion.
It is considered to be a procedural motion rather than a substantive change to our Bylaws.
Is there any actual text of the motion?
My personal view is that reading the text of the "NFP Handbook" and the "Classic Handbook" it is completely clear that this is so but if a text is needed
"Be it resolved that the Bylaws and Handbook of the Chess Federation of Canada be read to show that all Executive Members of the Chess Federation of Canada are Directors as defined in the Not For Profit Act"
My view of this is that it's just dotting i's and crossing t's - in other words basic housekeeping.
Incidentally I also think the following link desperately needs to be directly linked to the home page (or at the very least the CFC link on the home page) on the CFC site since the bylaws are not currently readily accessible to Assembly members and some of the problems we're in now are directly caused by that:
https://www.chess.ca/en/cfc/rules/
I don't think that is enough.Quote:
Originally Posted by Lyle Craver
Also it is not good to call Directors with a capital D; as the singular Director has a special meaning in the NFP Act.
While we're used to the "Executive", we shall move towards what Act is using to have less confusions - directors and officers. Also renaming Executive Director (a contractor) as an Office Manager.
So according to the legal document, the only Officer who is explicitly a Director is actually the Vice-President. And of course the Director-at-large would be, but they aren't mentioned here. The President and Secretary are implied to be. All other positions are listed as "Officers" ...
According to By-Law Two, Paragraph 10 of the legacy handbook:
Quote:
10. BOARD OF DIRECTORSThe Board of Directors shall be elected at the Annual Meeting of the Assembly and shall be constituted by seven persons, namely, the President, Vice-President, Past President, Secretary, Treasurer, FIDE Representative and Youth Coordinator unless these titles are changed by ordinary resolution of the Assembly pursuant to section 8(f) at the annual meeting. The position of Past President shall not be elected but shall be occupied by the immediate Past President unless he resigns or the Assembly, by ordinary resolution, at the Annual Meeting specifically decides to elect another person in place of the Past President. Upon election at an Annual Meeting the Board of Directors shall serve as Directors until the next Annual Meeting of the Assembly or until the Director(s) resign(s) or their successors are elected or appointed in their stead unless replaced by a vote of the Assembly prior to that time.
Of course this is badly out of date as past president was replaced by director at large at some point. And if it is still in force, than it completely rules increasing the size of the board out of order until the annual meeting.
My issue with the wording of the motion is that even "Executive Members" is not defined. So it's just going to be vague in a different way. Can we just amend this bylaw so that it makes sense?
I think it shall be time to scrap the legacy handbook and don't even look at it anymore, as always comes a question: is it still valid?
There is a new Articles, By-Laws, NFP Act, and 2021.
We need to get there, yes, but we do need a lot of those regulations (or at least newer versions of them).Quote:
Originally Posted by Egidijus Zeromskis
At every AGM there is talk about committees to go through sections and update them. Has even one section been completed, 7 years later? I suspect they get bogged down wanting to make more than the minimum changes required, but then can't agree on those changes.
So the fundamental intent of this special meeting was to determine our next CFC FIDE Representative. From the comments in this thread already, it's apparent that this isn't necessarily some quick wording fix. So why are we trying to push it through so quickly? Like did we even have the proposed changes in time to meet our conditions for a meeting like this? The rush to do this is making me uneasy. I would rather 2-3 people step forward to figure out a proposal for our summer AGM.
My "spidey sense" is telling me to vote against this for this special meeting.
I have no problem with it being properly prepared for our summer AGM.
This is why I asked that these two documents be READILY available via the website links. These are our primary governance documents.
I have re-read both (well only the governance section in the old Handbook) and urge any of you specifically interested in governance to do so as well. I cannot say it strongly enough - these 2 documents need to be accessible via direct link from our main site.
It is possible I missed the president's resolution text in the several hundred e-mails that have gone back and forth in the past 4 weeks (which I believe is a record in the 25+ years I've been a Governor / VM / Executive member) but at this point I think the president needs to either give us a clear resolution text or table this to the next quarterly meeting.
As stated above I do believe this is a housekeeping matter and not at all controversial particularly compared to the other items on this meeting's agenda.
I think if the NFP Act / "New" CFC Constitution was followed word for word, the VM's would elect a Board of Directors -- this Board would then select the "Executive" officers, 6 of the 7 specified having specific duties -- in theory they wouldn't even have to be members of the Board. I think the important concept is to realize that we vary from that procedure in that while the VM's still elect the Directors, they (the VM's) also agree to the Candidates proposed "executive" positions.